form8a-020311.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


FORM 8-A


FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934



Atlantic Coast Financial Corporation
(Exact Name of Registrant as Specified in Its Charter)

Maryland
65-1310069
(State of Incorporation or Organization)
(I.R.S. Employer Identification No.)

 
 
12724 Gran Bay Parkway West, Jacksonville, Florida
32258
(Address of Principal Executive Offices)
(Zip Code)


  If this form relates to the
registration of a class of securities
pursuant to Section 12(b) of the
Exchange Act and is effective
pursuant to General Instruction
A.(c), please check the following
box. x
  
If this form relates to the
registration of a class of securities
Pursuant to Section 12(g) of the
Exchange Act and is effective
pursuant to General Instruction
A.(d), please check the following
box.  ¨


Securities Act registration statement file number to which this form relates: 333-167632
 
 
Securities to be registered pursuant to Section 12(b) of the Act.

   Common Stock, par value $0.01   
The NASDAQ Stock Market, LLC
(Title of Class)
(Name of Each Exchange on Which
 
   Each Class is to be Registered)

Securities to be registered pursuant to Section 12(g) of the Act:

None
(Title of Class)

 
 
 

Item 1.  Description of Registrant’s Securities to be Registered.

For a description of the Registrant’s securities, reference is made to “Our Dividend Policy,” “The Conversion Offering,” “Restrictions on Acquisition of Atlantic Coast Financial Corporation” and “Description of Capital Stock of Atlantic Coast Financial Corporation Following the Conversion” in the Registrant’s Registration Statement on Form S-1 (File No. 333-167632), as initially filed June 18, 2010, and as amended on August 3, 2010, September 14, 2010, October 29, 2010 and November 10, 2010, which is hereby incorporated by reference.  For a description of the provisions of the Registrant’s Articles of Incorporation and Bylaws, reference is made to “Restrictions on Acquisition of Atlantic Coast Financial Corporation” and “Description of Capital Stock of Atlantic Coast Financial Corporation Following the Conversion” in the Registrant’s Registration Statement on Form S-1 (File No. 333-167632), as initially filed June 18, 2010, and as amended on August 3, 2010, September 14, 2010, October 29, 2010 and November 10, 2010, which is incorporated herein by reference.

Item 2.  Exhibits.
 
1.
Registration Statement on Form S-1 (File No. 333-167632), as initially filed June 18, 2010, and as amended on August 3, 2010, September 14, 2010, October 29, 2010 and November 10, 2010, which is incorporated herein by reference.
 
2.
Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1 (File No. 333-167632), as initially filed June 18, 2010, and as amended on August 3, 2010, September 14, 2010, October 29, 2010 and November 10, 2010, which is incorporated herein by reference.
 
3.
Bylaws (incorporated by reference to Exhibit 3.2 of the Registration Statement on Form S-1 (File No. 333-167632), as initially filed June 18, 2010, and as amended on August 3, 2010, September 14, 2010, October 29, 2010 and November 10, 2010, which is incorporated herein by reference.
 
4.
Form of Common Stock Certificate (incorporated by reference to Exhibit 4 of the Registration Statement on Form S-1 (File No. 333-167632), as initially filed June 18, 2010, and as amended on August 3, 2010, September 14, 2010, October 29, 2010 and November 10, 2010, which is incorporated herein by reference.




 
 
 

SIGNATURE


Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.


 
ATLANTIC COAST FINANCIAL CORPORATION
   
   
Date: February 3, 2011
By:  /s/ G. Thomas Frankland                                                   
 
G. Thomas Frankland
 
Interim President and Chief Executive Officer